These Terms and Conditions (“Terms”) establish a binding agreement between you (“you” or “User”) and GOLD COUNTRY GROWERS, INC., doing business as Cannabis Auctions (collectively, “we,” or “Cannabis Auctions”), and apply to your access and use of CannabisAuctions.com (the “Website”) and the auction-related services provided via the Website (together with the Website, the “Services”).

Please read these Terms carefully. By checking the box indicating you accept these Terms or by accessing or using the Services, you agree to be legally bound by these Terms and all terms incorporated by reference. If you do not agree to these Terms, you must stop using the Services. If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf, and that such entity will be responsible for your violation of these Terms. We recommend that you print a copy of these Terms for your records.

Summary of our Services:

Cannabis Auctions provides auction Website for Timed Online Auctions and auctioneering services for licensed cannabis businesses in California. A “Timed Online Auction” is an automated Auction, which is administered automatically via the Services in accordance with parameters established by Cannabis Auctions and without Cannabis Auctions calling the bids. Timed Online Auctions can take place via the Services and Cannabis Auctions will organize the sale (such organization includes (but is not limited to) the Auctioneer describing and cataloguing the lots, posting the lots on the Services and dealing with post sale matters). Timed Online Auction bids are placed over a defined time period (“Bidding Period”). Bidder Users can view the highest current bid. The highest bid, (being the greatest bid that meets or is in excess of any reserve bid), at the end of the Bidding Period is successful at the auctioneer’s discretion.

User Accounts:

You may access and use our Services solely to participate in, view for your potential bidding, and/or purchase auctions of wholesale lots of legal cannabis products, hereinafter referred to as “Auctions Listings.”

If you wish Cannabis Auctions as a Bidder, you must register and be approved by Cannabis Auctions for an account. By registering with us and/or using our Services as a Bidder, you represent and warrant that you:

  • Will abide by all the terms set forth herein;
  • Will not register for more than one account;
  • Will provide accurate, current, and complete information when creating an account;
  • Will not provide false or misleading information about yourself or company.
  • Will maintain the security of your password and accept all risks of authorized and unauthorized access to your account and the information you provide to us;
  • Will promptly notify us if you discover or otherwise suspect any security breaches related to the Services; and
  • If you register or use our Services on behalf of a third party (such as another person or legal entity), then you represent and warrant that you are an authorized representative of that person or entity with the authority to bind such person or entity to these Terms, and you agree to these Terms on behalf of that person or entity.

Accounts are non-transferable. Only you may use your user account. You are liable for all activities that are undertaken using your user account. We may verify your registration and account by collecting contact information (including, but not limited to, legal company name, street address, and employer identification number) and banking information from you, directly calling you to confirm the accuracy of your account information and taking whatever additional steps we deem necessary.

Your account provides you access to participate in Auction Listings through our Services. It also gives you access to additional services and functionality that we may establish and maintain from time to time, in our sole discretion, including but not limited to the ability:

  • for Bidders to place bids on Auction Listings.
  • for Bidders to view their bidding history.
  • for Bidders to create and add items to their own watchlist; and
  • for Bidders and Sellers to receive email updates and other occasional news from our Sites.

User Information:

Please refer to our Privacy Policy for information about how we collect, use and share information about our Users.

User Eligibility:

The Services are not targeted towards, nor intended for use by, anyone under the age of 21. By using the Services, you represent and warrant that you (a) are at least 21 years of age; (b) either own or are directly employed by a company that has an active cannabis business license issued by the California Department of Cannabis Control; (c) have not been previously suspended or removed from the Services; (d) have full power and authority to enter into this agreement and that, in doing so, you will not violate any other agreement to which you are a party; and (e) will not use our Services if the laws of your country prohibit you from doing so in accordance with these Terms.

License and Limitations of Use:

Subject to these Terms, Cannabis Auctions grants User a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services and Content (the “License”). Cannabis Auctions has the right to revoke this License at any time or to remove Content from the scope of the License without notice. User is solely responsible for complying with any laws that may apply to its access or use of the Services or the Content.

The User will not copy, reproduce, modify, communicate to the public, or make derivative product from or publicly display any material available on or through the Services.

Any use of the Services or the Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the License. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws.

All Auction Listings contained on or referred to on the Services are subject to availability and Cannabis Auctions has the right to withdraw any Auction Listing at any time without notice.

Cannabis Auctions may update the Services regularly and may change the Content at any time without notice. If the need arises Cannabis Auctions may suspend access to the Services or close it indefinitely. Any Content may be out of date at any given time and Cannabis Auctions is under no obligation to update the Content. In addition, Cannabis Auctions may from time to time restrict access to all or a portion of the Services, in its sole discretion.

Cannabis Auctions reserves the right to suspend, make improvements, substitutions, modifications or enhancements to any part of the Services at any time without prior notice. User agrees that we will not be liable for any modification, suspension or discontinuance of the Services or any part thereof.

The Content is not intended to amount to advice on which reliance should be placed. Cannabis Auctions disclaims all responsibility and liability arising from any reliance placed on any Content by any User, or by any other third party. User should not rely on the Content or other material displayed on the Services as being accurate or up to date and is solely responsible for verifying any information provided via the Services.

No Bid Sniping:

Bid sniping (such as watching a timed online auction and placing a winning bid at the last possible moment giving others no time to outbid), whether manual or automated, is strictly prohibited on the Services and the Bidder User represents, warrants, and covenants that the Bidder User will not place or permit to be placed any bids on any lots in any Auction by way of sniping.

Any attempt at bid sniping may automatically extend the relevant Auction time and without prejudice to any other right or remedy of Cannabis Auctions and/or the Auctioneer may result in the User’s access to the Services being suspended or revoked.

No Shill Bidding:

Shill bidding (where the seller of an item at Auction, or someone colluding with the seller, places a bid in order to artificially inflate the price of the product being sold), whether manual or automated, is strictly prohibited on the Services and the Bidder User represents, warrants and covenants that the Bidder User will not place or permit to be placed any bids on any lots in any Auction by way of shill bidding.

Any attempt at shill bidding may extend the relevant Auction time and without prejudice to any other right or remedy of Cannabis Auctions and/or the Auctioneer may result in the User’s access to the Services being suspended or revoked by Cannabis Auctions or the Auctioneer.

In a reserve auction context where the auctioneer has announced that it may bid on behalf of the seller up to the reserve price, such reserve-maintenance bids whether made by the Auctioneer, the seller or an agent of either, will not constitute shill bidding.

Piecemeal Selling:

Cannabis Auctions may offer ‘Piecemeal Selling’ where a Bidder User bids on one lot consisting of multiple items. Cannabis Auctions calls the bid at the unit price of the items.

If a User’s bid is successful, it acknowledges and agrees that it will pay the per unit price multiplied by the number of items in the lot.

Buying Options:

Where the User’s bid is successful, the Cannabis Auctions may offer the Bidder User the option to buy additional lots at the same price as the successful bid price or may offer the Bidder User other additional purchase options.

The Bidder User acknowledges and agrees that the lots offered for sale via such additional purchase options are not necessarily identical to the original lots purchased by the Bidder User. Bidder User acknowledges and agrees that it assumes all risks associated with its purchase of lots via the Services.

Auction Listing Terms:

Each Auction Listing may have separate Terms that apply to an Auction. A Bidder User agrees that in bidding at an Auction, he or she accepts the specific terms and conditions of that Auction Listing and any other terms which may be implied by law, whether or not these have been brought to their attention. It shall be the responsibility of each Bidder User to ascertain the nature of any Auction Terms and to abide by them. Unless otherwise stated, by making a bid or commitment to buy an item via the Services, you are committing to buy the item from Cannabis Auctions. If you make a commitment to buy or your bid is the winning bid or is otherwise accepted, you enter into a legally binding contract with Cannabis Auctions and are obligated to purchase the item.

Communication of “Max Bids” to Cannabis Auctions:

Max Bids are the highest amount the Bidder User is willing to bid on a specific lot. Max Bids provide a method for Bidder Users to submit automatic bids via the Services to the Cannabis Auctions. Max Bids allow Bidder Users to automatically increase their bid amount in order to exceed a competing bid up to a fixed maximum amount set by such Max Bid.

In Timed Online Auctions Max Bids are administered automatically by the Services. Please note that Cannabis Auctions has access to Max Bids.

Max Bids are at the risk of the Bidder User. Cannabis Auctions accepts no responsibility for and shall not be liable for the communication and placement of Max Bids including (but not limited to) any direct or indirect loss that may occur as a result of a failure to communicate the Max Bid to Cannabis Auctions due to any disruption or disturbance the Service, or for any other reason.

Communication of the Max Bid through the Services does not constitute or guarantee Cannabis Auctions acceptance of the Max Bid.

Cannabis Auctions reserves the right to change, modify or remove all or a portion of the Services at any time (with or without notice to the Bidder User) and without reason.

Cannabis Auctions may terminate, restrict and/or refuse the User’s use of the Services and/or remove or alter any content at any time and for any reason.

Taxes:

 As licensed cannabis distributor, Cannabis Auctions is required collect taxes in accordance with the California Department of Tax and Fee Administration’s (CDTFA) requirements which includes the following:

  • Collect the cannabis cultivation tax from cultivators and manufacturers from which you receive cannabis and/or cannabis products.
  • Collect the cannabis excise tax from cannabis retailers you supply (sell and/or transfer) with cannabis and/or cannabis products.

Email Communications:

Cannabis Auctions utilizes email as a vital and primary communication channel with Users. As a user of the Service, Users hereby acknowledge and grant Cannabis Auctions permission to communicate with you via email (as well as other communication channel such as phone and fax) for any purposes Cannabis Auctions determines to be relevant including, but not limited to, system messages, product updates, service announcements, and other marketing messages. Cannabis Auctions will use best efforts to honor User’s request to opt out of marketing messages, but under no circumstances will Cannabis Auctions have any liability for sending any email to its users/Users. By becoming a member of Cannabis Auctions, you acknowledge and agree that Cannabis Auctions may record telephone and other electronic communications it has with you for Cannabis Auctions internal business purposes, including but not limited to training and quality assurance purposes.

 Use of Information:

 User agrees to treat all information obtained from the Cannabis Auctions Service, including Auction Listings, and any information otherwise made available to User in the Service (individually and collectively, the “Content”) as proprietary to Cannabis Auctions. User agrees that Content reserved for members will be maintained as confidential and shall be protected as a trade secret of Cannabis Auctions. Cannabis Auctions does not ensure the accuracy of, endorse, or recommend any Content and User uses such Content at the User’s own risk. User may access the Content solely to obtain initial information from which further evaluation and investigation may commence.

User shall limit access to and use of active listings to personal and internal use and shall not use any information obtained from the Service for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way. User shall not use or reproduce any Content that is obtained from the Service, or that is otherwise made available to User in the Service, for or in connection with any other listing service or device. User further shall not use the Service in any other manner for or in connection with any other listing service or device. User shall not use the Cannabis Auctions Service as part of any effort to compete with Cannabis Auctions, including without limitation using the Cannabis Auctions Service to provide, alone or in combination with any other product or service, any database services to any third-party or any use that causes a reduction or loss from an existing or potential Cannabis Auctions Users, nor shall User remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Cannabis Auctions Service. User shall not use any robot, spider or other automated process to submit listings, monitor, data mine or copy Cannabis Auctions products, services or information; decompile, decode or reverse engineer the Cannabis Auctions Service; or use Cannabis Auctions products or services in an unlawful manner, such as for offensive, abusive, tortuous, libelous, defamatory, or other illegal purposes.

Passwords/Logins:

 Users are required to maintain the confidentiality of all logins and passwords. You are responsible for the activities that occur under your account, login or password. Cannabis Auctions is not responsible for any loss or damage arising from your failure to maintain the confidentiality of your account, logon information or password and/or failure to comply with the terms and conditions set forth in the Membership Privileges, Use of Information or Ownership and License Grant sections of this agreement that relate to confidentiality of account, logon or password information.

Payment Terms:

The User acknowledge that payments are due immediately upon receiving a final invoice from Cannabis Auctions. If for any reason full payment is not received within 7-days of the final due date, the auction lot will be considered abandoned and forfeited and sold to the next highest bidder.

It is the User’s responsibility to promptly provide Cannabis Auctions with any contact or billing information changes or updates (including phone number, email address, and addresses). Account updates should be made online via the “My Account” tab within the “Account Details” section, once User has logged into CannabisAuctions.com.

The User must notify Cannabis Auctions about any billing problems or discrepancies upon receipt of their final invoice from Cannabis Auctions. If it is not brought to Cannabis Auctions’ attention after the invoice is paid, User agrees to waive their right to dispute such problems or discrepancies.

Payments must be made by Cashier’s Check, Money Order, Wire Transfer, or Cash.

Unsolicited Commercial Email (SPAM):

Cannabis Auctions prohibits the use of our system or its tools to generate or send unsolicited commercial email (SPAM). Users may not use the services that Cannabis Auctions offers to send SPAM (i.e., unsolicited commercial email) or otherwise send content that would violate these Terms and Conditions. User agrees to send email only to those who have given User consent or with whom User has an established business relationship. Cannabis Auctions has the right to revoke the privileges of any User, user, or entity that breaches these terms.

Limitation of Liability and Indemnification:

IN NO EVENT SHALL CANNABIS AUCTIONS BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, OTHER INTANGIBLE LOSS, INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION, PRODUCTS OR SERVICES PROVIDED, RELIANCE BY THE USER ON THE COMPLETENESS OR ACCURACY OF INFORMATION, PRODUCTS OR SERVICES, LOSS OF USE OF DATA, LOSS OF DATA, COMPUTER VIRUSES, COMPUTER CORRUPTION, DELETION OR CORRUPTION OF CONTENT OR DATA MAINTAINED OR TRANSMITTED THROUGH THE USE OF CANNABIS AUCTIONS’ SERVICES, AUCTION LISTING FUNCTIONALITY OR USER’S FAILURE TO KEEP USER’S LOGIN AND/OR PASSWORD SECURE AND CONFIDENT) ARISING OUT OF THIS AGREEMENT.

User agrees to indemnify, defend, and hold harmless Cannabis Auctions, its subsidiaries, affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns (the “Indemnified Parties”) from and against any claim or demand (including reasonable attorneys’ and experts’ fees and costs), made by any third party due to or arising out of (i) your breach of these Terms; (ii) your improper use of our Services; (iii) any personal injury, death, or property damage caused by or arising out of the sale, transportation or use of any Auction Listings or Listed Item(s). While some jurisdictions may limit your liability hereunder, this indemnity shall apply to the fullest extent permissible by applicable law.

Warranty Disclaimers:

THE AUCTION LISTINGS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. CANNABIS AUCTIONS MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE AUCTION LISTINGS, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND CANNABIS AUCTIONS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, WORKMANLIKE EFFORT, NO INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES RELATING TO ENCUMBRANCES’ OR LIENS, AND, UNDER THE LAW OF THE UNITED STATES, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES.

CANNABIS AUCTIONS MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES THAT ACCESS TO CANNABIS AUCTIONS’ SERVICES WILL BE UNINTERRUPTED OR SECURE. ANY MATERIAL DOWNLOADED FROM CANNABIS AUCTIONS’ WEBSITE, INCLUDING AUCTION LISTINGS ARE ACCESSED AT USER’S OWN DISCRETION AND RISK, AND USER WAIVES ALL CLAIMS AND CAUSES OF ACTION RELATING TO ANY DAMAGE TO USER’S COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM SUCH DOWNLOAD OF SUBMITTED CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CANNABIS AUCTIONS OR ITS SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. AS A RESULT, SOME OF THE EXCLUSIONS ABOVE MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT HOLD OR SEEK TO HOLD US RESPONSIBLE FOR THE CONTENT PROVIDED BY ANY USER, INCLUDING, WITHOUT LIMITATION, ANY TRANSLATION THEREOF, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE ARE NOT A PARTY TO ANY LISTED ITEM(S) TRANSACTION OR OTHER TRANSACTION BETWEEN USERS OF OUR SITES OR SERVICES. WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE SAFETY OF ANY TRANSACTION, LISTED ITEM(S) OR THE TRUTH OR ACCURACY OF ANY LISTED ITEM(S) OR OTHER CONTENT PROVIDED ON OUR SITES AND SERVICES.

THE SERVICES ARE PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ ONLY. CANNABIS AUCTIONS SHALL HAVE NO LIABILITY WHERE A BID FAILS TO BE RECEIVED OR IS DELAYED, OR WHERE THE BID IS MADE IN ERROR FOR WHATEVER REASON. CANNABIS AUCTIONS IS UNDER NO OBLIGATION TO CORRECT ERRONEOUS BIDS OR TO RESUBMIT BIDS WHICH WERE LOST IN TRANSMISSION OR OTHERWISE NOT RECEIVED BY THE AUCTIONEER. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THESE BIDDER TERMS, THE WEBSITE OPERATOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) ABOUT THE PERFORMANCE, ACCURACY, OPERATION OR USEFULNESS OF THE SERVICES OR THE CONTENT NOR DOES IT REPRESENT OR WARRANT THAT THE SERVICES OR THE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THESE WEBSITE TERMS, WEBSITE OPERATOR EXCLUDES (TO THE FULLEST EXTENT PERMITTED BY LAW) ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) ABOUT OR RELATING TO THE PERFORMANCE, ACCURACY, OPERATION OR USEFULNESS OF THE SERVICES.

Links to Third Party Sites:

This website may contain hyperlinks to other websites operated by parties other than Cannabis Auctions, Inc. and its subsidiaries which are beyond Cannabis Auctions’ control. Parties other than Cannabis Auctions may provide services or sell product lines on this site that take you outside of our service. This includes links from advertisers, sponsors, and content partners that may use Cannabis Auctions’ logo(s) as part of a co-branding relationship. For example, if you click on a banner advertisement the click may take you off the Cannabis Auctions Service. Cannabis Auctions does not control, is not responsible for examining or evaluating, and does not warrant the offerings of, any of these businesses or individuals or the content of their websites. Cannabis Auctions does not assume any liability for the actions, product, and content of all of these and any other third parties. Cannabis Auctions makes no representations and cannot be held responsible for the accuracy, relevancy, copyright compliance, legality, or decency of material on such third-party websites. When you click on a link that leaves the Cannabis Auctions Service, the site you will land on is not controlled by Cannabis Auctions and different terms of use and privacy statements may apply. Cannabis Auctions also does not assume, and expressly disclaims, all liability for any viruses, worms, Trojan horses, defects, or other malfunctions caused by, resulting from, existing within, or in connection with such third-party sites and any links thereto.

Other Rights of Cannabis Auctions:

User agrees that Cannabis Auctions shall have the right to use Auction Listings and other Submitted Content for any purpose, including without limitation for publication of all or part of such listing on the internet for unrestricted use by Cannabis Auctions Users and partners including but not limited to social media websites. Cannabis Auctions shall have sole authority to choose the manner in which any Auction Listings will be received, displayed and used by the Service, and reserves the right to remove all or any part of a Auction Listing or refuse Services to anyone at any time in its sole discretion.

Copyright Complaints:

If you believe that your work has been copied onto Cannabis Auctions in a way that constitutes copyright infringement, please provide Cannabis Auctions’ copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Cannabis Auctions that your copyrighted material has been infringed.

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

  • A description of the copyrighted work that you claim has been infringed upon;
  • A description of where the material that you claim is infringing is located on Cannabis Auctions, with identifying information for the listing, if applicable;
  • Your address, telephone number, and e-mail address;
  • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Complaints can be emailed to [email protected]

We may forward any notice(s) of alleged infringement pursuant to this Section to the person(s) who provided the allegedly infringing content.

CANNABIS AUCTIONS will not be liable in any way for copyright violations as a result of content received from our Users.

Advertising Disclosure:

 User acknowledges that Cannabis Au may have a financial relationship with some of the companies mentioned throughout the Cannabis Auctions Service and Affiliated Websites and Services.

Governing Law, User Right to Arbitrate, and Class Action Waiver:

 This Agreement, and the Deliverables provided by Cannabis Auctions, shall be governed by the laws of the State of California, without reference to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of the State and Federal courts of Nevada County, California for the adjudication of any disputes or claims arising out of and/or related to this Agreement. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect.

Should Cannabis Auctions file or threaten to file a judicial action against User alleging violation of Cannabis Auctions’ intellectual property rights or violation of use provisions of this Agreement, User may elect to resolve Cannabis Auctions’ claims through binding arbitration to be governed by the Commercial Arbitration Rules of the American Arbitration Association and to be held in Sacramento County pursuant to the laws of the State of California. Such right must be invoked within twenty (20) days of Cannabis Auctions’ filing of or threat to file a judicial action. Provided, however, that nothing in this paragraph shall be construed to prohibit or prevent Cannabis Auctions from requesting any legal or equitable relief or remedy of any kind in an action commenced in state or federal court or in any arbitration proceeding.

Should Cannabis Auctions file or threaten to file a judicial action against User alleging violation of Cannabis Auctions’ intellectual property rights or violation of use provisions of this Agreement as they pertain to Premium Lister or Premium Searcher products, User may elect to resolve Cannabis Auctions’ claims through binding arbitration to be governed by the Commercial Arbitration Rules of the American Arbitration Association and to be held in Nevada County pursuant to the laws of the State of California. Such right must be invoked within twenty (20) days of Cannabis Auctions’ filing of or threat to file a judicial action. Provided, however, that nothing in this paragraph shall be construed to prohibit or prevent Cannabis Auctions from requesting any legal or equitable relief or remedy of any kind in an action commenced in state or federal court or in any arbitration proceeding.

The User further agrees that arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND Cannabis Auctions AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Notwithstanding the decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either Cannabis Auctions or User may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Service.

This Arbitration and Class Action Waiver section shall survive any termination of the Service.

Assignment:

This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Agreement or any license granted hereunder may not be assigned, sublicensed, or otherwise transferred by User without the prior written consent of Cannabis Auctions, which retains the right to withhold consent in its sole discretion.

Waiver and Severability:

The failure of Cannabis Auctions to exercise or enforce a legal right or remedy contained in the Terms and Conditions does not constitute a waiver of any such right or remedy. No waiver of any right, term or provision of the Terms and Conditions is deemed a waiver of any other right, term or provision. If a court of competent jurisdiction finds any provision of the Terms and Conditions to be invalid, the User agrees that the remaining terms and provisions remain in full force and effect.

Notices:

All notices to Cannabis Auctions must be in writing and must be sent registered mail, certified mail, or overnight mail with a return receipt requested to Chief Executive Officer at Cannabis Auctions.

Notices shall be sent to the following address:

Cannabis Auctions

440 Lower Grass Valley Rd., Suite C,

Nevada City, CA 95959

E-Mail Address: [email protected]

Entire Agreement:

The terms and conditions of this Agreement constitute the entire agreement between the parties and supersede all previous agreements and understanding, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement.

No Approval or Endorsement:

The User acknowledges that reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Cannabis Auctions. Cannabis Auctions does not approve, endorse, or sponsor any product or service other than those that are directly affiliated with Cannabis Auctions. The User will not make any representation that Cannabis Auctions approves, endorses, or sponsors any of the Users products or services. Nothing in this Agreement shall be construed to mean or imply that the User has any license to use any Cannabis Auctions trademark, service mark, logo or trade name unless otherwise specified in this agreement or in writing.

Confidentiality:

The User will keep confidential any information received from Cannabis Auctions in connection with the Services and will not use the information other than as necessary to access and use the Services as expressly contemplated by these Terms.

Force Majeure:

In no event shall Cannabis Auctions be liable for any delays or failures attributable to any cause beyond its reasonable control. Failures of telecommunications networks, the Internet, and/or Cannabis Auctions’ or its subcontractor’s computer network and systems, and any website operated by an Auctioneer shall without limitation be deemed to be events beyond Cannabis Auctions’ reasonable control.

Damages:

If Cannabis Auctions finds it necessary to proceed with legal or collection actions, the User will be responsible legal and/or collection fees.

Amendments:

Cannabis Auctions reserves the right to amend these Terms and Conditions at any time, in our sole discretion, by providing notice to you of any amended Terms. Notification of any amended Terms shall be affected by posting the amended Terms on the Cannabis Auctions Website and updating the “Last Updated” date at the bottom of these Terms. In some cases, we may provide you with additional notice of any amendments, such as by sending an email or providing notice on the homepage of the Cannabis Auctions Website. Your continued use of the Services after the revised Terms have been posted to the Website will confirm your acceptance of the revised Terms. Any amended Terms will apply prospectively to any access or use of the Services following the posting of such amended Terms via the Services.

Last Updated: 10/01/2021